NEXM 8-K
NexMetals Mining Corp. (NEXM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| N/A | ||
| (Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Offices; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Company’s annual general and special meeting of shareholders (the “Annual Meeting”) held on June 3, 2025, the Company’s shareholders approved the Premium Resources Ltd. Long-Term Incentive Plan (the “Omnibus Plan”). A copy of the Omnibus Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. Following is a summary description of the material terms of the Omnibus Plan.
Summary of the Omnibus Plan
The Omnibus Plan provides for the award of Restricted Share Units (“RSUs”), Deferred Share Units (“DSUs”) and options to purchase Common Shares (“Options” and together with RSUs and DSUs, “Awards”) to directors, officers, employees, management company employees and consultants of the Company or a subsidiary of the Company, or an eligible charitable organization (collectively, “Eligible Persons”), as further described in the following summary. The RSUs, DSUs and Options issuable to any participant under the Omnibus Plan, or any pre-existing RSU Plan, DSU Plan or stock option plan of the Company, shall be hereinafter referred to as “Incentive Securities”.
Purpose
The purpose of the Omnibus Plan is to promote the long-term success of the Company and the creation of shareholder value by: (i) encouraging the attraction and retention of Eligible Persons; (ii) encouraging such Eligible Persons to focus on critical long-term objectives; and (iii) promoting greater alignment of the interests of such Eligible Persons with the interests of the Company, in each case as applicable to the type of Eligible Person to whom an Award is granted.
Plan Administration
The Omnibus Plan shall be administered and interpreted by the Board of Directors (the “Board”) or, if the Board by resolution so decides, by a committee appointed by the Board. The day-to-day administration of the Omnibus Plan may be delegated to such officers and employees of the Company as the Board determines. All actions taken and all interpretations and determinations made or approved by the Board in good faith shall be final and conclusive and shall be binding on any participants of the Omnibus Plan and the Company, subject to any required approval of TSX-V.
Common Shares Available for Awards
Unless otherwise approved by the TSX-V and the Common Shareholders (disinterested shareholders, if required) from time to time, the maximum aggregate number of Common Shares issuable in respect of all Incentive Securities granted or issued under the Company’s security-based compensation plans, at any point, shall not exceed 10% of the total number of issued and outstanding Common Shares on a non-diluted basis at such point in time. For greater certainty, this limitation applies to all Incentive Securities granted or issued under the Company’s security-based compensation plans at any point in time, including those held by insiders (as a group) at any point in time.
Participation Limits
The Omnibus Plan provides the following limitations on grants:
(a) the aggregate number of Common Shares issuable to any one consultant in any 12-month period in respect of Incentive Securities shall not exceed 2% of the issued and outstanding Common Shares on a non-diluted basis, calculated at the date an Award is granted to the consultant;
(b) the aggregate number of Common Shares issuable to any one person in any 12-month period in respect of Incentive Securities shall not exceed 5% of the issued and outstanding Common Shares on a non-diluted basis, calculated on the date an Award is granted to the person, unless the Company has obtained the requisite disinterested shareholder approval;
(c) the aggregate number of Common Shares issuable to all insiders (as a group) in any 12-month period in respect of Incentive Securities, shall not exceed 10% of the issued and outstanding Common Shares on a non-diluted basis, calculated on the date an Award is granted to a particular insider, unless the Company has obtained the requisite disinterested shareholder approval;
(d) Eligible Persons who are investor relations service providers may only receive Options as Awards under the Omnibus Plan (if the Common Shares are listed on the TSX-V) and the aggregate number of Common Shares issuable to all investor relations service providers in respect of Incentive Securities in any 12-month period shall not exceed 2% of the issued and outstanding Common Shares on a non-diluted basis, calculated on the date an Award is granted to the investor relations service provider; and
(e) Eligible Persons who are eligible charitable organizations may only receive Options as Awards under the Omnibus Plan (if the Common Shares are listed on the TSX-V) and the aggregate number of Common Shares issuable to all eligible charitable organizations at any point in time in respect of Incentive Securities shall not exceed 1% of the issued and outstanding Common Shares on a non-diluted basis at such point in time. Options granted to eligible charitable organizations will not be included in the other limits set out in the Omnibus Plan.
(f) The Omnibus Plan also provides comprehensive provisions for participants who are U.S. Participants (as defined in the Omnibus Plan). Such terms include, among others, a limitation on the number of shares reserved for U.S. Participants (the “ISO Limit”). Under the ISO Limit, the maximum aggregate number of Common Shares issuable to U.S. Participants pursuant to Incentive Stock Options (as defined in the Omnibus Plan) is 42,898,647 Common Shares.
Eligibility and Participation
Subject to the provisions of the Omnibus Plan (including, without limitation, restrictions on grants to investor relations service providers and eligible charitable organizations) and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of RSUs, DSUs and Options to all categories of Eligible Persons.
General Vesting Requirement
No Award granted or issued under the Omnibus Plan, other than Options, may vest before the date that is one year following the date it is granted or issued. Subject to the approval of the TSX-V with respect to Awards held by investor relations service providers, vesting may be accelerated by the Board for Awards held by a participant in the event of death or who ceases to be an Eligible Person under the Omnibus Plan in connection with a change of control, take-over bid, reverse takeover or other similar transaction. All Options granted to investor relations service providers must vest and become exercisable in stages over a period of not less than 12 months, with no more than ¼ of such Options vesting and becoming exercisable in any three-month period.
Description of RSUs
A RSU is an Award that is a bonus for services rendered in the year of grant that, upon settlement, entitles the participant to receive a number of Common Shares equal to the number of RSUs credited to a participant’s account on certain vesting dates.
RSUs shall be subject to such restrictions as the Board, in its discretion, may establish or determine in the applicable award agreement (“Award Agreement”) or at the time an Award is granted. Unless otherwise provided for in an Award Agreement, all RSUs will vest and become payable by the issuance of Common Shares at the end of the restricted period as specified by the Board in the applicable Award Agreement. Unless otherwise determined by the Board, upon the occurrence of a change of control event, all restrictions upon any RSUs shall lapse immediately and all such RSUs shall become fully vested.
Effect of Termination on RSUs
Except as otherwise set forth in an applicable Award Agreement and subject to the provisions of the Omnibus Plan, RSUs shall be subject to the following conditions:
(a) Death: upon death of a participant, any RSUS granted to such participant which, prior to the participant’s death, had not vested, will be immediately and automatically forfeited and cancelled; Any RSUs granted to such participant, which prior to the participant’s death, had vested, will accrue to the participant’s estate in accordance with the provisions of the Omnibus Plan;
(b) Termination of Employment or Service for Cause: where a participant’s employment is terminated by the Company or a subsidiary of the Company for cause, or where a participant’s consulting agreement is terminated as a result of the participant’s breach, all RSUs granted to such participant will be immediately and automatically forfeited and cancelled;
(c) Termination of Employment or Service for Cause, Voluntary Termination, Retirement or Disability: where a participant’s employment is terminated by the Company or a subsidiary of the Company without cause, by voluntary termination, due to retirement or due to disability, or where a participant’s consulting agreement is terminated for a reason other than the participant’s breach or due to disability, any RSUs granted to such participant which, prior to termination, had not vested, will be immediately and automatically forfeited and cancelled. Any RSUs granted to such participant, which prior to termination, had vested, will accrue to the participant in accordance with the provisions of the Omnibus Plan; and
(d) Directorships: where participant ceases to be a director for any reason, any RSUs granted to such participant which, prior to cessation, have not vested, will be immediately and automatically forfeited and cancelled. Any RSUs granted to such participant, which prior to cessation, have vested, will accrue to the participant in accordance with the provisions of the Omnibus Plan.
Description of DSUs
A DSU is an Award that is payable after the effective date that a participant ceases to be an Eligible Person under the Omnibus Plan, subject to certain vesting criteria. Unless otherwise determined by the Board, upon the occurrence of a change of control event, all DSUs shall become fully vested.
The payment of DSUs will occur on the date that is designated by the participant and communicated to the Company by the participant in writing at least 15 days prior to the designated day, or such earlier date as the participant and Company may agree. If no notice is given by the participant for a designated day, the DSUs shall be payable on the first anniversary of the date on which the participant ceases to be an Eligible Person for any reason or any earlier period on which the DSUs vested, as the case may be, at the sole discretion of the participant.
Election by Directors – DSUs
Under the Omnibus Plan, directors may elect to receive directorship fees in the form of DSUs which election must be made within certain timeframes as specified in the Omnibus Plan. In case of an election by a director, the number of DSUs to be credited shall be determined by dividing applicable directorship fees with the Market Price (as defined in the Omnibus Plan) on the Grant Date (as defined in the Omnibus Plan) of the DSUs or if more appropriate, another trading range that best represents the period for which the DSUs were earned (subject to minimum pricing requirements under TSX-V policies). No fractional DSUs shall be credited to any director.
Description of Options
An Option is an Award that gives a participant the right to purchase one Common Share at a specified price in accordance with the terms of the Option and the Omnibus Plan. The exercise price of the Options shall be determined by the Board at the time the Option is granted but in no event shall such exercise price be lower than the discounted Market Price permitted by the TSX-V.
The maximum term of any Option shall not exceed 10 years and the Board shall determine the vesting, performance and other conditions, if any, that must be satisfied before all or part of an Option may be exercised, subject to any vesting restrictions set out in Exchange Policy 4.4. Unless otherwise determined by the Board, upon the occurrence of a change of control event, all Options shall become fully vested except for Options held by investor relations service providers which acceleration is subject to acceptance of the TSX-V.
Options will be exercised pursuant to their applicable Award Agreement (as defined in the Omnibus Plan) which exercise shall be contingent upon receipt by the Company of a written notice of exercise set forth in the applicable Award Agreement and of a form of cash payment acceptable to the Company for the full purchase price of the Common Shares to be issued.
Effect of Termination on Options
Except as otherwise set forth in an applicable Award Agreement and subject to the provisions of the Omnibus Plan, Options shall be subject to the following conditions:
(a) Death: upon death of a participant, any Options held by such participant at the date of death shall be exercisable (by an inheritor or the participant’s estate) for a period of 120 days after the date of death or prior to the expiration of the Option, whichever is sooner, only to the extent the participant was entitled to exercise the Option at the date of death of such participant;
(b) Termination of Employment or Service for Cause: where a participant’s employment is terminated by the Company or a subsidiary of the Company for cause, or where a participant’s consulting agreement is terminated as a result of the participant’s breach, no Option shall be exercisable from the date of termination as determined by the Board;
(c) Termination of Employment or Service without Cause, Voluntary Termination or Retirement: where a participant’s employment is terminated by the Company or a subsidiary of the Company without cause, by voluntary termination, due to retirement, or where a participant’s consulting agreement is terminated for a reason other than the participant’s breach, any Options held by such participant at the date of termination shall be exercisable for a period of 90 days (or such longer period, not to exceed 12 months, as may be specified by resolution of the Board) after the date of termination determined by the Board or prior to the expiration of the Option, whichever is sooner, only to the
extent the participant was entitled to exercise the Option at the date of termination;
(d) Disability: where a participant’s employment or consulting agreement is terminated by the Company or a subsidiary of the Company due to disability, any Options held by such participant at the date of termination shall be exercisable for a period of 120 days after the date of termination determined by the Board or prior to the expiration of the Option, whichever is sooner, only to the extent the participant was entitled to exercise the Option at the date of termination; and
(e) Directorships: where a participant ceases to be a director for any reason, any Options held by such participant on the Cessation Date (as defined in the Omnibus Plan) shall be exercisable for a period of 90 days (120 days in case of termination due to disability) or such longer period, not to exceed 12 months, as may be specified by resolution of the Board after the Cessation Date or prior to the expiration of the Option, whichever is sooner, only to the extent the director was entitled to exercise the Option at the Cessation Date.
Non-Transferability of Awards
No Award and no right under any such Award, shall be assignable, alienable, saleable, or transferable by a participant otherwise than by will or by the laws of descent and distribution. No Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company.
Amendment and Termination of the Omnibus Plan
The Board may at any time or from time to time, in its sole and absolute discretion, amend, suspend, terminate or discontinue the Omnibus Plan and may amend the terms and conditions of any Awards granted thereunder, subject to:
(i) any required approval of any applicable regulatory authority or the TSX-V; and (ii) any required approval of Common Shareholders in accordance with the TSX-V Policy or applicable law. Without limitation, Common Shareholder approval shall not be required for the following amendments:
(a) amendments to fix typographical errors;
(b) amendments to clarify existing provisions of the Omnibus Plan that do not have the effect of altering the scope, nature and intent of such provisions; and
(c) amendments that are necessary to comply with applicable law or the requirements of the TSX-V.
Amendments to Awards
Subject to compliance with applicable laws and TSX-V policies, the Board may make amendments or alterations to Awards, provided that no amendment or alteration shall be made which would impair the rights of any participant, without such participant’s consent, provided that no such consent shall be required if the amendment or alteration is:
(i) either required or advisable in respect of compliance with any law, regulation or requirement of any accounting standard; or
(ii) not reasonably likely to significantly diminish the benefits provided under such Award.
The Company will be required to obtain disinterested Shareholder approval in accordance with TSX-V Policy in respect of any extension or reduction in the exercise price of Options granted to any participant if the oarticipant is an insider at the time of the proposed reduction or extension.
The Company’s press release announcing the foregoing items is furnished herewith as Exhibit 99.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 3, 2025, the Company held its annual general and special meeting of shareholders (the “Annual Meeting”), at which seven proposals were submitted to the Company’s shareholders. A quorum was present for the Annual Meeting. The eight director nominees were elected and all other matters were approved by shareholders. The voting results with respect to each matter are set out below. The Company’s press release announcing the Annual Meeting results is attached hereto as Exhibit 99.1.
Proposal #1
To elect eight (8) directors of the Company for the ensuing year.
| Name | For | Against | Abstentions | Broker Non-Votes | ||||
| Mark Christensen | 95,975,714 | 0 | 317,880 | 0 | ||||
| James Gowans | 96,082,499 | 0 | 211,095 | 0 | ||||
| Jason LeBlanc | 96,134,599 | 0 | 158,995 | 0 | ||||
| Normal MacDonald | 96,134,599 | 0 | 158,995 | 0 | ||||
| Paul Martin | 96,134,599 | 0 | 158,995 | 0 | ||||
| Morgan Lekstrom | 96,091,499 | 0 | 202,095 | 0 | ||||
| Chris Leavy | 96,091,499 | 0 | 202,095 | o | ||||
| André van Niekerk | 96,091,499 | 0 | 202,095 | 0 |
Proposal #2
To appoint the independent auditor of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditor.
| For | Against | Abstentions | Broker Non-Votes | |||
| 96,198,474 | 0 | 95,120 | 0 |
Proposal #3
To consider and, if thought advisable, to approve, with or without variation, a special resolution approving the continuance of the Company out of the jurisdiction of Ontario under the Business Corporations Act (Ontario) and into the jurisdiction of British Columbia under the Business Corporations Act (British Columbia), and the repeal and replacement of the Company’s articles and by-laws in connection therewith with new notice of articles, articles and by-laws, respectively, as more particularly described in the Information Circular.
| For | Against | Abstentions | Broker Non-Votes | |||
| 95,015,861 | 1,277,733 | 0 | 0 |
Proposal #4
To consider and, if thought advisable, to approve, with or without variation, a special resolution approving the change of name of the Company to “Nexus Critical Metals and Mining Corp.”, or such other name as may be determined by the board of directors of the Company.
| For | Against | Abstentions | Broker Non-Votes | |||
| 96,097,334 | 196,260 | 0 | 0 |
Proposal #5
To consider and, if thought advisable, to approve, with or without variation, a special resolution approving the consolidation of the Common Shares.
| For | Against | Abstentions | Broker Non-Votes | |||
| 95,474,974 | 818,620 | 0 | 0 |
Proposal #6
To consider and, if thought advisable, pass, with or without variation, an ordinary resolution (the “Omnibus Plan Resolution”) confirming and approving the Company’s new omnibus equity incentive plan.
| For | Against | Abstentions | Broker Non-Votes | |||
| 94,769,550 | 1,524,044 | 0 | 0 |
Item 7.01 Regulation FD Disclosure.
On June 4, 2025, the Company issued a press release announcing the matters disclosed in this Current Report on Form 8-K, which is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Premium Resources Ltd. Long-Term Incentive Plan | |
| 10.2 | Form of RSU Award Agreement under Premium Resources Ltd. Long-Term Incentive Plan | |
| 10.3 | Form of DSU Award Agreement under Premium Resources Ltd. Long-Term Incentive Plan | |
| 10.4 | Form of Option Award Agreement under Premium Resources Ltd. Long-Term Incentive Plan | |
| 99.1 | ||
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
*Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PREMIUM RESOURCES LTD. (Registrant) | ||
| By: | /s/ Morgan Lekstrom | |
| Morgan Lekstrom | ||
| Chief Executive Officer | ||
Date: June 6, 2025
Exhibit 10.1
PREMIUM
RESOURCES LTD.
(the “Company”)
Long-Term Incentive Plan
SECTION 1 ESTABLISHMENT AND PURPOSE OF THE PLAN
The Company wishes to establish this long-term incentive plan (“Plan”). The purpose of this Plan is to promote the long-term success of the Company and the creation of shareholder value by: (a) encouraging the attraction and retention of Eligible Persons; (b) encouraging such Eligible Persons to focus on critical long-term objectives; and (c) promoting greater alignment of the interests of such Eligible Persons with the interests of the Company, in each case as applicable to the type of Eligible Person to whom an Award is granted.
This Plan provides for the grant of Restricted Share Units, Deferred Share Units and Options to Eligible Persons, as further described herein.
This Plan and the Restricted Share Units, Deferred Share Units and Options issuable under the Plan are subject to Policy 4.4 – Security Based Compensation of the TSX Venture Exchange (the “Policy”).
This Plan is a “rolling up to 10%” security based compensation plan, as such term is used in the Policy, permitting outstanding Incentive Securities in a maximum aggregate amount that is equal to ten percent (10%) of the issued and outstanding Shares at the date of any Award.
With respect to Reporting Participants, the Plan and all transactions hereunder are intended to comply with all applicable conditions of Rule 16b-3 promulgated under the Exchange Act. To the extent any provision of the Plan or action by the Board fails to so comply, such provision or action shall be deemed null and void ab initio, to the extent permitted by law and deemed advisable by the Board.
SECTION 2 DEFINITIONS
As used in this Plan, the following terms shall have the meanings set forth below:
| (a) | “Affiliates” has the meaning given to this term in the Business Corporations Act (Ontario). Notwithstanding the foregoing, to the extent applicable, “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act; | |
| (b) | “Award” means any award of RSUs, DSUs or Options granted under this Plan or any pre-existing equity incentive plan of the Company; | |
| (c) | “Award Agreement” means any written agreement, contract, or other instrument or document, including an electronic communication, as may from time to time be designated by the Company as evidencing any Award granted under this Plan; | |
| (d) | “Board” means the board of directors of the Company; | |
| (e) | “Blackout Period” means an interval of time during which the Company has determined that one or more Participants may not trade any securities of the Company because they may be in possession of publicly undisclosed confidential material information pertaining to the Company; | |
| (f) | “Cessation Date” means the effective date on which a Participant ceases to be an Eligible Person for any reason, provided that if the Cessation Date triggers payment of any Award which is “deferred compensation” under Code Section 409A, the Cessation Date shall be the date of the Separation from Service; |
| - 2 - |
| (g) | “Change of Control” means the occurrence of any one or more of the following events: |
| (i) | a reorganization, amalgamation, merger, acquisition or other business combination (or a plan of arrangement in connection with any of the foregoing), other than solely involving the Company and any one or more of its Affiliates, with respect to which all or substantially all of the persons who were the beneficial owners of the Shares and other securities of the Company immediately prior to such reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement do not, following the completion of such reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement, beneficially own, directly or indirectly, more than 50% of the resulting voting rights (on a fully-diluted basis) of the Company or its successor; | |
| (ii) | the sale, exchange or other disposition to a person other than an Affiliate of the Company of all, or substantially all of the Company’s assets; | |
| (iii) | a resolution is adopted to wind-up, dissolve or liquidate the Company; | |
| (iv) | a change in the composition of the Board, which occurs at a single meeting of the shareholders of the Company or upon the execution of a shareholders’ resolution, such that individuals who are members of the Board immediately prior to such meeting or resolution cease to constitute a majority of the Board, without the Board, as constituted immediately prior to such meeting or resolution, having approved of such change; or | |
| (v) | any person, entity or group of persons or entities acting jointly or in concert (an “Acquiror”) acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Company which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or Affiliates of the Acquiror to cast or to direct the casting of 20% or more of the votes attached to all of the Company’s outstanding Voting Securities which may be cast to elect directors of the Company or the successor Company (regardless of whether a meeting has been called to elect directors); |
For the purposes of the foregoing, “Voting Securities” means Shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the Company, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities;
Notwithstanding the foregoing provisions of this Subsection 2(g), in the event an Award provides for “deferred compensation” under Code Section 409A, then an event shall not constitute a Change of Control for purposes of such Award unless such event also constitutes a change in the Company’s ownership, its effective control, or the ownership of a substantial portion of its assets within the meaning of Code Section 409A;
| (h) | “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time and the Treasury Regulations and other authoritative guidance promulgated thereunder; | |
| (i) | “Committee” means such committee of the Board performing functions in respect of compensation as may be determined by the Board from time to time; |
| - 3 - |
| (j) | “Company” means Premium Resources Ltd., a company incorporated under the Business Corporations Act (Ontario), and any of its successors; | |
| (k) | “Consultant” means a “Consultant” as defined in the Policy, provided that, with respect to U.S. Participants, a “Consultant” means any natural person (or a wholly owned alter ego entity of the natural person providing such services of which such person is an employee, shareholder, or partner), who is not an Employee, rendering bona fide services to the Company or a subsidiary, with compensation, pursuant to a written independent consultant agreement between such person and the Company or a subsidiary, provided that such services are not rendered in connection with the offer or sale of securities in a capital raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; | |
| (l) | “Deferred Share Unit” or “DSU” means a right to receive on a deferred basis a payment in Shares as provided in Subsection 5.2 hereof or pursuant to any pre-existing DSU plan of the Company, as applicable, and subject to the terms and conditions of this Plan and the applicable Award Agreement; | |
| (m) | “Director” means a “Director” as defined in the Policy, provided that, with respect to U.S. Participants, a “Director” means a director of the Company who is not an Employee (for purposes of U.S. Participants) or a Consultant (for purposes of U.S Participants); | |
| (n) | “Disability” means any disability with respect to a Participant which the Board, in its sole and unfettered discretion, considers likely to prevent permanently the Participant from: |
| (i) | being employed or engaged by the Company, its subsidiaries or another employer, in a position the same as or similar to that in which he was last employed or engaged by the Company or its subsidiaries; or | |
| (ii) | acting as a Director or Officer; |
| (o) | “Discounted Market Price” means “Discounted Market Price” as defined in Policy 1.1 – Interpretation of the TSX Venture Exchange; | |
| (p) | “DSU Payment Date” has the meaning set out in Subsection 5.2.5; | |
| (q) | “DSU Plan” means the Company’s Deferred Share Unit Plan dated December 26, 2022 as may be amended or restated from time to time; | |
| (r) | “Effective Date” has the meaning set out in Section 8; | |
| (s) | “Election Form” means the form to be completed by a Director specifying the amount of Fees he or she wishes to receive in DSUs under this Plan; | |
| (t) | “Eligible Person” means a Director, Officer, Employee, Management Company Employee or Consultant of the Company or a subsidiary of the Company, or an Eligible Charitable Organization, provided that, with respect to U.S. Participants, an “Eligible Person” means an Employee (for purposes of U.S. Participants), Consultant (for purposes of U.S. Participants), or Director (for purposes of U.S. Participants); | |
| (u) | “Employee” means an “Employee” as defined in the Policy, provided that, with respect to U.S. Participants, an “Employee” mean a common law employee (as defined in accordance with the Regulations and Revenue Rulings then applicable under Code Section 3401(c)) of the Company or any subsidiary of the Company; provided, however, in the case of individuals whose employment status, by virtue of their employer or residence, is not determined under Code Section 3401(c), “Employee” shall mean an individual treated as an employee for local payroll tax or employment purposes by the applicable employer under applicable law for the relevant period; |
| - 4 - |
| (v) | “Exchange” means the TSX Venture Exchange and, if applicable, any other stock exchange on which the Shares are listed; | |
| (w) | “Exchange Act” means the United States Securities Exchange Act of 1934, as amended. | |
| (x) | “Exchange Hold Period” means “Exchange Hold Period” as defined in Policy 1.1 – Interpretation of the TSX Venture Exchange; | |
| (y) | “Extension Period” has the meaning set out in Section 5.3.5; | |
| (z) | “Fees” means the annual board retainer, chair fees, meeting attendance fees or any other fees payable to a Director by the Company; | |
| (aa) | “Grant Date” means, for any Award, the date specified in an Award Agreement as the date on which an Award is granted; | |
| (bb) | “Incentive Securities” means the Options, DSUs and RSUs issuable to any Participant under this Plan or any pre-existing equity incentive plan of the Company; | |
| (cc) | “Incentive Stock Option” means an Option that is designated by the Board as an incentive stock option as described in Code Section 422 and otherwise meets the requirements set forth in the Plan. Incentive Stock Options may only be granted to Participants subject to taxation under the laws of the United States; | |
| (dd) | “Insider” means an “Insider” as defined in Policy 1.1 – Interpretation of the TSX Venture Exchange; | |
| (ee) | “Investor Relations Activities” means “Investor Relations Activities” as defined in Policy 1.1 – Interpretation of the TSX Venture Exchange; | |
| (ff) | “Investor Relations Service Provider” means “Investor Relations Service Provider” as defined in the Policy; | |
| (gg) | “ISO Entity” means any entity that (a) is defined as a corporation under Code Section 7701 and (b) is the Company or is in an unbroken chain of corporations (other than the Company) beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing a majority of the total combined voting power of all classes of stock in one of the other corporations in the chain and for purposes of clause (b) hereof, an entity shall be treated as a “corporation” if it satisfies the definition of a corporation under Code Section 7701. For purposes of clarity, in no event may any partnership or a limited liability company taxed as a partnership be treated as an ISO Entity; | |
| (hh) | “Management Company Employee” means a “Management Company Employee” as defined in the Policy; | |
| (ii) | “Market Price” of Shares at any Grant Date means the market price per Share as determined by the Board, acting reasonably and in good faith based on the reasonable application of a reasonable valuation method not inconsistent with Code Section 409A or Canadian tax law, as applicable, provided that if the Company is listed on an Exchange, such price shall not be less than the market price determined in accordance with the rules of such Exchange; |
| - 5 - |
| (jj) | “Non-Qualified Stock Option” means an Option that is not designated by the Board as an Incentive Stock Option; | |
| (kk) | “Officer” means an “Officer” as defined in the Policy; | |
| (ll) | “Option” means an option (including an Incentive Stock Option) to purchase Shares granted pursuant to, or governed by, this Plan and any pre-existing stock option plan of the Company; | |
| (mm) | “Option Plan” means the Company’s Stock Option Plan dated June 23, 2022 as may be amended or restated from time to time; | |
| (nn) | “Participant” means any Eligible Person to whom Awards are granted; | |
| (oo) | “Participant’s Account” means a notional account maintained for each Participant’s participation in this Plan which will show any Incentive Securities credited to a Participant from time to time; | |
| (pp) | “Person” means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or governmental authority or body; | |
| (qq) | “Reporting Participant” means a Participant who is subject to the reporting requirements of Section 16 of the Exchange Act. | |
| (rr) | “Restriction Period” means the time period between the Grant Date and the Vesting Date of an Award of RSUs specified by the Board in the applicable Award Agreement, which is subject to the requirements of this Plan with respect to vesting; | |
| (ss) | “Restricted Share Unit” or “RSU” means a right awarded to a Participant to receive a payment in Shares as provided in Subsection 5.1 hereof or pursuant to any pre-existing RSU plan of the Company, as applicable, and subject to the terms and conditions of this Plan and the applicable Award Agreement; | |
| (tt) | “Retirement” means retirement from active employment with the Company or a subsidiary of the Company with the consent of an Officer; | |
| (uu) | “RSU Plan” means the Company’s Restricted Share Unit Plan dated August 22, 2024 as may be amended or restated from time to time; | |
| (vv) | “Security Based Compensation” means “Security Based Compensation” as defined in the Policy; | |
| (ww) | “Security Based Compensation Plans” has the meaning set out in Subsection 4.1.1; | |
| (xx) | “Separation from Service” means, with respect to a U.S. Participant, any event that qualifies as a separation from service under Treasury Regulation Section 1.409A-1(h). A U.S. Participant shall be deemed to have separated from service if he or she dies, retires, or otherwise has a termination of employment as defined under Treasury Regulation Section 1.409A-1(h); | |
| (yy) | “Specified Employee” has the meaning set forth in Treasury Regulation Section 1.409A-1(i). | |
| (zz) | “Securities Act” means the Securities Act (British Columbia), as amended from time to time; |
| - 6 - |
| (aaa) | “Shares” means the common shares of the Company; | |
| (bbb) | “Trading Day” means any date on which the TSX Venture Exchange (or other Exchange if the Shares are not listed on the TSX Venture Exchange) is open for trading; | |
| (ccc) | “U.S. Participant” means any Participant who is a United States citizen or United States resident alien as defined for purposes of Code Section 7701(b)(1)(A) or for whom an Award is otherwise subject to taxation under the Code; | |
| (ddd) | “Vesting Date” means, for any Award, the date when the Award is fully vested in accordance with the provisions of this Plan and the applicable Award Agreement; and | |
| (eee) | “VWAP” means the volume weighted average trading price of the Shares on the TSX Venture Exchange (or other Exchange if the Shares are not listed on the TSX Venture Exchange) calculated by dividing the total value by the total volume of such securities traded for the five Trading Days immediately preceding the exercise of the subject Option, provided that where appropriate, the TSX Venture Exchange (or other Exchange if the Shares are not listed on the TSX Venture Exchange) may exclude internal crosses and certain other special terms trades from the calculation. |
SECTION 3 ADMINISTRATION
| 3.1 | BOARD TO ADMINISTER PLAN. Except as otherwise provided herein, this Plan shall be administered by the Board and the Board shall have full authority to administer this Plan, including the authority to interpret and construe any provision of this Plan and the Award Agreements and to adopt, amend and rescind such rules and regulations and sub-plans and addendums (including sub-plans and addendums for Awards made to Participants who are not resident in Canada) for administering this Plan as the Board may deem necessary in order to comply with the requirements of this Plan. For greater certainty, any sub-plans adopted by the Company must be approved in accordance with the rule and policies of the Exchange. |
| 3.2 | DELEGATION TO COMMITTEE. All of the powers exercisable hereunder by the Board may, to the extent permitted by applicable law and as determined by resolution of the Board, be delegated to and exercised by the Committee or such other committee as the Board may determine. |
| 3.3 | INTERPRETATION. All actions taken and all interpretations and determinations made or approved by the Board in good faith shall be final and conclusive and shall be binding on the Participants and the Company, subject to any required approval of the Exchange. |
| 3.4 | NO LIABILITY. No Director shall be personally liable for any action taken or determination or interpretation made or approved in good faith in connection with this Plan and the Directors shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Company with respect to any such action taken or determination or interpretation made. The appropriate officers of the Company are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of this Plan and of the rules and regulations established for administering this Plan. All costs incurred in connection with this Plan shall be for the account of the Company. |
| 3.5 | BOARD/COMMITTEE MEMBERSHIP. Notwithstanding the foregoing, if necessary to satisfy the requirements of Rule 16b-3 promulgated under the Exchange Act, membership on the Board or the Compensation Committee, as applicable, for any decisions or actions subject to the Exchange Act, shall be limited to those individuals who are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act. |
| 3.6 | DELEGATION TO EMPLOYEES. The day-to-day administration of the Plan may be delegated to such officers and employees of the Company as the Board determines. Notwithstanding the foregoing, to the extent necessary to satisfy the requirements of Rule 16b-3 promulgated under the Exchange Act, any function relating to a Reporting Participant shall be performed solely by the Board or, if applicable, the Committee. |
| - 7 - |
SECTION 4 SHARES AVAILABLE FOR AWARDS
| 4.1 | LIMITATIONS ON SHARES AVAILABLE FOR ISSUANCE. |
| 4.1.1 | The maximum aggregate number of Shares issuable in respect of all Incentive Securities granted or issued under this Plan and all of the Company’s other previously established or proposed Security Based Compensation plans to which these limitations apply under Exchange policies (collectively, “Security Based Compensation Plans”), at any point in time, shall not exceed ten percent (10%) of the total number of issued and outstanding Shares on a non-diluted basis at such point in time, of which 42,898,647 Shares (the “ISO Limit”) may be delivered pursuant to Incentive Stock Options. | |
| 4.1.2 | The maximum aggregate number of Shares issuable to any one Consultant in any twelve (12) month period in respect of all Incentive Securities granted or issued under Security Based Compensation Plans shall not exceed two percent (2%) of the issued and outstanding Shares on a non-diluted basis on the Grant Date. | |
| 4.1.3 | The maximum aggregate number of Shares issuable to any one Participant in any twelve (12) month period in respect of all Incentive Securities granted or issued under Security Based Compensation Plans shall not exceed five percent (5%) of the issued and outstanding Shares on a non-diluted basis on the Grant Date, unless the Company has obtained the requisite disinterested shareholder approval pursuant to the Policy. | |
| 4.1.4 | The maximum aggregate number of Shares issuable to all Insiders (as a group) at any point in time in respect of all Incentive Securities granted or issued under Security Based Compensation Plans shall not exceed ten percent (10%) of the issued and outstanding Shares on a non-diluted basis at such point in time. | |
| 4.1.5 | The maximum aggregate number of Shares issuable to all Insiders (as a group) in any twelve (12) month period in respective of all Incentive Securities granted or issued under Security Based Compensation Plans shall not exceed ten percent (10%) of the issued and outstanding Shares on a non-diluted basis on the Grant Date, unless the Company has obtained the requisite disinterested shareholder approval pursuant to the Policy. | |
| 4.1.6 | Eligible Persons who are Investor Relations Service Providers may only receive Options as Awards under this Plan if the Shares are listed on the TSX Venture Exchange at the time of issuance or grant, and the maximum aggregate number of Shares issuable to all Investor Relations Service Providers in any twelve (12) month period pursuant to the exercise of Options shall not exceed two percent (2%) of the issued and outstanding Shares on a non-diluted basis on the Grant Date. | |
| 4.1.7 | Eligible Persons who are Eligible Charitable Organizations may only receive Options as Awards under this Plan if the Shares are listed on the TSX Venture Exchange at the time of issuance or grant, and the maximum aggregate number of Shares issuable to all Eligible Charitable Organizations at any point in time in respect of all Incentive Securities granted or issued under Security Based Compensation Plans shall not exceed one percent (1%) of the issued and outstanding Shares on a non-diluted basis at such point in time. Notwithstanding any other provisions of this Plan, Options granted to Eligible Charitable Organizations will not be included in the other limits set out in this Section 4 or elsewhere in this Plan. |
| - 8 - |
| 4.2 | ACCOUNTING FOR AWARDS. The number of Shares underlying an Award, or to which such Award relates, shall be counted on the Grant Date of such Award against the aggregate number of Shares available for granting or issuing Awards under this Plan. As this Plan is a “rolling up to 10%” Security Based Compensation plan, as such term is used in the Policy, the number of Incentive Securities issuable under this Plan will replenish in an amount equal to the number of Shares issued pursuant to the exercise or vesting, as applicable, of such Incentive Securities at any point in time but in no event shall it increase the ISO Limit set forth herein. Notwithstanding anything herein to the contrary, any Shares related to Awards which have been settled in cash, through Net Exercise, cancelled, surrendered, forfeited, expired or otherwise terminated without the issuance of such Shares shall be available again for granting Awards under this Plan, provided, however, that such Shares shall not increase the ISO Limit set forth herein. |
| 4.3 | ADJUSTMENTS FOR SHARE SPLITS AND CONSOLIDATIONS. If the number of outstanding Shares is increased or decreased as a result of a Share split or consolidation, the Board may make appropriate adjustments, in accordance with the terms of this Plan, the policies of the Exchange, and applicable laws, to the number and price (or other basis upon which an Award is measured) of Incentive Securities credited to a Participant; provided that to the extent any Award is made to a U.S. Participant and is subject to Code Section 409A or Section 422, no such adjustments shall be made to the extent the adjustment would violate the requirements of Code Section 409A or Section 422, as applicable. Any determinations by the Board as to the required adjustments shall be made in its sole discretion and all such adjustments shall be conclusive and binding for all purposes under this Plan. |
| 4.4 | OTHER ADJUSTMENTS. Any adjustment, other than as noted in Subsection 4.3, to an Award granted or issued under this Plan must be subject to the prior acceptance of the Exchange, including adjustments related to an amalgamation, merger, arrangement, reorganization, recapitalization, spin-off, dividend or other distribution. Any increase in the number of Shares underlying outstanding Awards as a result of the adjustment provisions provided in Subsection 4.3 or 4.4 is subject to compliance with the limits set out in Subsection 4.1 and, if any increase in the number of Shares underlying outstanding Awards as a result of the adjustment provisions provided in Subsection 4.3 or 4.4 would result in any limit set out in Subsection 4.1 being exceeded, then the Company may, if determined by the Board in its sole and unfettered discretion (subject to the prior approval of the Exchanges, if applicable), make payment in cash to the Participant in lieu of increasing the number of Shares underlying outstanding Awards in order to properly reflect any diminution in value of the underlying Shares as a result of the event that triggers the adjustment. Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as “incentive stock options” within the meaning of Code Section 422 shall be counted against the ISO Limit. Any adjustment in Incentive Stock Options under this Subsection 4.4 (other than any cancellation of Incentive Stock Options) shall be made only to the extent not constituting a “modification” within the meaning of Code Section 424(h)(3). Notwithstanding the foregoing, no such adjustment shall be made or authorized with respect to an Award granted to a U.S. Participant to the extent that such adjustment would cause the Plan or any Award to violate Code Section 409A. |
| 4.5 | VESTING REQUIREMENT. No Award granted or issued under this Plan, other than Options, may vest before the date that is one (1) year following the date it is granted or issued. Notwithstanding this provision, subject to the approval of the Exchange with respect to Awards held by Investor Relations Service Providers, vesting may be accelerated by the Board in its sole discretion for Awards held by a Participant who dies or who ceases to be an Eligible Person under this Plan in connection with a change of control, take-over bid, reverse takeover or other similar transaction as permitted by section 4.6 of the Policy. All Options granted to Investor Relations Service Providers must vest and become exercisable in stages over a period of not less than twelve (12) months, with no more than one-quarter (1/4) of such Options vesting sooner than three (3) months after the Options were granted and no more than another one-quarter (1/4) of the Options becoming exercisable in any following three (3) month period. With respect to Awards made on the date of an annual shareholders meeting to Directors, the one (1) year vesting period required by this Subsection 4.5 shall be deemed satisfied if such Awards vest on the earlier of the first anniversary of the Grant Date or the first annual shareholders meeting following the Grant Date (provided that it is not less than fifty-two (52) weeks following the Grant Date). |
| - 9 - |
| 4.6 | OPTION PLAN. As of the Effective Date, Options which are outstanding under the Option Plan shall continue to be exercisable and shall be deemed to be governed by and be subject to the terms and conditions of this Plan, except to the extent that the terms of this Plan are more restrictive than the terms of the Option Plan under which such Options were originally granted, in which case the Option Plan shall govern, provided that any Options granted, issued or amended after November 23, 2021 must comply with the Policy (as at November 24, 2021). |
| 4.7 | RESALE RESTRICTIONS. All Incentive Securities shall be subject to any applicable resale restrictions pursuant to applicable securities laws. In addition, Incentive Securities and Shares underlying Incentive Securities that are subject to the Exchange Hold Period pursuant to Exchange Policy 1.1 must contain a legend with the Exchange Hold Period commencing on the Grant Date, and the Award Agreement shall contain any applicable resale restriction or Exchange Hold Period. |
| 4.8 | BONA FIDE PARTICIPANTS. In respect of Awards granted to Employees, Consultants, Consultant Companies or Management Company Employees, the Company and the Participant is representing herein and in the applicable Award Agreement that the Participant is a bona fide Employee, Consultant, Consultant Company or Management Company Employee, as the case may be, of the Company or a subsidiary of the Company. The execution of an Award Agreement shall constitute conclusive evidence that it has been completed in compliance with this Plan. |
SECTION 5. AWARDS
| 5.1 | RESTRICTED SHARE UNITS |
| 5.1.1 | ELIGIBILITY AND PARTICIPATION. Subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of RSUs to Eligible Persons. RSUs granted to a Participant shall be credited, as of the Grant Date, to the Participant’s Account. The number of RSUs to be credited to each Participant shall be determined by the Board in its sole discretion in accordance with this Plan. Each RSU shall, contingent upon the lapse of any restrictions, represent one (1) Share, unless otherwise specified in the applicable Award Agreement. The number of RSUs granted pursuant to an Award and the Restriction Period in respect of such RSUs shall be specified in the applicable Award Agreement. With respect to any RSUs awarded to a U.S. Participant, the Board shall structure the RSU so as to comply with, or be exempt from, Code Section 409A. | |
| 5.1.2 | RESTRICTIONS. RSUs shall be subject to such restrictions as the Board, in its sole discretion, may establish in the applicable Award Agreement, which restrictions may lapse separately or in combination at such time or times and on such terms, conditions and satisfaction of objectives as the Board may, in its discretion, determine at the time an Award is granted. | |
| 5.1.3 | VESTING. All RSUs will vest and become payable by the issuance of Shares at the end of the Restriction Period if all applicable restrictions have lapsed, as such restrictions may be specified in the Award Agreement. |
| - 10 - |
| 5.1.4 | CHANGE OF CONTROL. Unless otherwise determined by the Board, in the event of a Change of Control, all restrictions upon any RSUs shall lapse immediately and all such RSUs shall become fully vested in the Participant and will accrue to the Participant in accordance with Subsection 5.1.9, provided that no acceleration of vesting of RSUs upon a Change of Control can occur prior to the date that is one year from the Grant Date of such RSUs unless the Participant ceases to be an Eligible Person in connection with such Change of Control. | |
| 5.1.5 | DEATH. Other than as may be set forth in the applicable Award Agreement, upon the death of a Participant, any RSUs granted to such Participant which, prior to the Participant’s death, have not vested, will be immediately and automatically forfeited and cancelled without further action and without any cost or payment, and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever. Any RSUs granted to such Participant which, prior to the Participant’s death, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant’s estate in accordance with Subsection 5.1.9 hereof. | |
| 5.1.6 | TERMINATION OF EMPLOYMENT OR SERVICE. |
| (a) | Where a Participant’s employment is terminated by the Company or a subsidiary of the Company for cause, or where a Participant’s consulting agreement is terminated as a result of the Participant’s breach, all RSUs granted to the Participant under this Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the date of termination determined by the Board. | |
| (b) | Where a Participant’s employment is terminated by the Company or a subsidiary of the Company without cause, by voluntary termination or due to Retirement by the Participant, or where a Participant’s consulting agreement is terminated for a reason other than the Participant’s breach, unless the applicable Award Agreement provides otherwise and subject to the provisions below, all RSUs granted to the Participant under this Plan that have not vested will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the date of termination determined by the Board, provided, however, that any RSUs granted to such Participant which, prior to the Participant’s termination without cause, voluntary termination, Retirement or breach of agreement, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant in accordance with Subsection 5.1.9 hereof. |
| 5.1.7 | DISABILITY. Where a Participant becomes afflicted by a Disability, all RSUs granted to the Participant under this Plan will continue to vest in accordance with the terms of such RSUs, provided, however, that no RSUs may be redeemed during a leave of absence. Where a Participant’s employment or consulting agreement with the Company or a subsidiary of the Company is terminated due to Disability, unless the applicable Award Agreement provides otherwise and subject to the provisions below, all RSUs granted to the Participant under this Plan that have not vested will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the date of termination determined by the Board, provided, however, that any RSUs granted to such Participant that, prior to the Participant’s termination due to Disability, had vested pursuant to term of the applicable Award Agreement will accrue to the Participant in accordance with Subsection 5.1.9 hereof. |
| - 11 - |
| 5.1.8 | CESSATION OF DIRECTORSHIP. Where, in the case of Directors, a Participant ceases to be a Director for any reason, any RSUs granted to the Participant under this Plan that have not yet vested will, unless the applicable Award Agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Cessation Date, provided, however, that any RSUs granted to such Participant which, prior to the Cessation Date for any reason, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant in accordance with Subsection 5.1.9 hereof. | |
| 5.1.9 | PAYMENT OF AWARD. As soon as practicable after each Vesting Date of an Award of RSUs, and subject to the applicable Award Agreement, the Company shall issue from treasury to the Participant, or if Subsection 5.1.5 applies, to the Participant’s estate, a number of Shares equal to the number of RSUs credited to the Participant’s Account that become payable on the Vesting Date. As of the Vesting Date, the RSUs in respect of which such Shares are issued shall be cancelled and no further payments shall be made to the Participant under this Plan in relation to such RSUs. Such payments shall be made entirely in Shares, unless otherwise provided for in the applicable Award Agreement. | |
| 5.1.10 | RSU PLAN. As of the Effective Date, RSUs which are outstanding under the RSU Plan shall continue to be exercisable and shall be deemed to be governed by and be subject to the terms and conditions of this Plan, except to the extent that the terms of this Plan are more restrictive than the terms of the RSU Plan under which such RSUs were originally granted, in which case the RSU Plan shall govern, provided that any RSUs granted, issued or amended after November 23, 2021 must comply with the Policy (as at November 24, 2021). |
| 5.2 | DEFERRED SHARE UNITS |
| 5.2.1 | ELIGIBILITY AND PARTICIPATION. Subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of DSUs to Eligible Persons. DSUs granted to a Participant shall be credited, as of the Grant Date, to the Participant’s Account. The number of DSUs to be credited to each Participant shall be determined by the Board in its sole discretion in accordance with this Plan. Each DSU shall, contingent upon the occurrence of the applicable vesting criteria, represent one (1) Share. The number of DSUs granted pursuant to an Award and the vesting criteria in respect of such DSUs shall be specified in the applicable Award Agreement. With respect to any DSUs awarded to a U.S. Participant, the Board shall structure the DSU so as to comply with, or be exempt from, Code Section 409A. | |
| 5.2.2 | ELECTION BY DIRECTORS. Each Director may elect to receive any part or all of his or her Fees in DSUs under this Plan. Elections by Participants regarding the amount of their Fees that they wish to receive in DSUs shall be made no later than 90 days after this Plan is adopted by the Board, and thereafter no later than December 31 of any given year with respect to Fees for the following year. Any Director who becomes a Participant during a fiscal year and wishes to receive an amount of his or her Fees for the remainder of that year in DSUs must make his or her election within 60 days of becoming a Director. | |
| 5.2.3 | CALCULATION. In the case of an election by a Director, the number of DSUs to be credited to the Participant’s Account shall be calculated by dividing the amount of Fees selected by an Director in the applicable Election Form by the Market Price on the Grant Date, or if more appropriate, another trading range that best represents the period for which the award was earned (subject to minimum pricing requirements under Exchange policies). If, as a result of the foregoing calculation, a Participant shall become entitled to a fractional DSU, the Participant shall only be credited with a full number of DSUs (rounded down) and no payment or other adjustment will be made with respect to the fractional DSU. |
| - 12 - |
| 5.2.4 | CHANGE OF CONTROL. Unless otherwise determined by the Board, in the event of a Change of Control, all DSUs granted to a Participant shall become fully vested in such Participant and shall become payable to the Participant in accordance with Subsection 5.2.5 hereof, provided that no acceleration of vesting of DSUs upon a Change of Control can occur prior to the date that is one year from the Grant Date of such DSUs unless the Participant ceases to be an Eligible Person in connection with such Change of Control. | |
| 5.2.5 | PAYMENT OF AWARD. After the effective date that the Participant ceases to be an Eligible Person for any reason or any earlier vesting period(s) as may be set forth in the applicable Award Agreement, each Participant shall be entitled to receive on the DSU Payment Date that number of Shares equal to the number of DSUs credited to the Participant’s Account, such Shares to be issued from treasury of the Company. The aforementioned payment will occur on the date (the “DSU Payment Date”) that is one of two (2) dates designated by the Participant and communicated to the Company by the Participant in writing at least fifteen (15) days prior to the designated day (or such earlier date as the Participant and the Company may agree, which dates shall be no earlier than then ninetieth (90) day following the year of the Cessation Date and no later than the end of the calendar year following the year of the Cessation Date, or any earlier period in which the DSUs vested, as the case may be) and if no such notice is given, then on the first anniversary of the Cessation Date or any earlier period on which the DSUs vested, as the case may be, at the sole discretion of the Participant. | |
| 5.2.6 | DEATH. Upon death of a Participant, the Participant’s estate shall be entitled to receive, within 120 days after the Participant’s death and at the sole discretion of the Board, such Shares that would have otherwise been payable in accordance with Subsection 5.2.5 hereof to the Participant upon such Participant ceasing to be an Eligible Person. | |
| 5.2.7 | DSU PLAN. As of the Effective Date, DSUs which are outstanding under the DSU Plan shall continue to be exercisable and shall be deemed to be governed by and be subject to the terms and conditions of this Plan, except to the extent that the terms of this Plan are more restrictive than the terms of the DSU Plan under which such DSUs were originally granted, in which case the DSU Plan shall govern, provided that any DSUs granted, issued or amended after November 23, 2021 must comply with the Policy (as at November 24, 2021). |
| 5.3 | OPTIONS |
| 5.3.1 | ELIGIBILITY AND PARTICIPATION. Subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of Options to Eligible Persons. Options granted to a Participant shall be credited, as of the Grant Date, to the Participant’s Account. The number of Options to be credited to each Participant shall be determined by the Board in its sole discretion in accordance with this Plan. Each vested Option shall represent the right to purchase one (1) Share in accordance with its terms and the terms of this Plan. The number of Options granted pursuant to an Award shall be specified in the applicable Award Agreement. Incentive Stock Options shall be granted only to U.S. Participants who are Employees of the Company or any ISO Entity. |
| - 13 - |
| 5.3.2 | EXERCISE PRICE. The exercise price of the Options shall be determined by the Board at the time the Option is granted. Subject to Code Section 409A for U.S. Participants, in no event shall such exercise price be lower than the discounted Market Price permitted by the Exchange, which shall be the Discounted Market Price if the Shares are listed on the TSX Venture Exchange at the time of grant. Notwithstanding the foregoing, in the case of an Incentive Stock Option granted to a U.S. Participant who is an Employee of the Company or any ISO Entity who, at the time of the grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any, the exercise price per share shall be no less than one hundred ten percent (110%) of the Market Price per share on the Grant Date. The Board shall not reprice any Options granted under this Plan, except in accordance with the rules and policies of the Exchange. For greater certainty, the Company will be required to obtain disinterested shareholder approval in accordance with the Policy in respect of any extension or reduction in the exercise price of Options granted to any Participant if the Participant is an Insider at the time of the proposed reduction or extension. No reduction in the exercise price of Options granted to any U.S. Participant may be made under the Plan. | |
| 5.3.3 | TIME AND CONDITIONS OF EXERCISE. The Board shall determine the time or times at which an Option may be exercised in whole or in part, provided that the term of any Option granted under this Plan shall not exceed ten years. Notwithstanding the foregoing, in no event shall the term of the Option exceeds five (5) years from the Grant Date in the case of an Incentive Stock Option granted to U.S. Participant who is an Employee of the Company or any ISO Entity who on the Grant Date owns stock representing more than ten percent (10%) of the voting power of all classes of Shares of the Company or an ISO Entity. In the case of an Option granted to an Eligible Charitable Organization, such Option must be exercised on or before the earlier of (a) ten years from the Grant Date and (b) the 90th day following the date that the holder ceases to be an Eligible Charitable Organization. The Board shall also determine the vesting, performance and/or other conditions, if any, that must be satisfied before all or part of an Option may be exercised. Vesting provisions applied to Options granted to Participants who are Investor Relations Service Providers must be in compliance with Section 4.5. | |
| 5.3.4 | EVIDENCE OF GRANT. All Options shall be evidenced by a written Award Agreement. The Award Agreement shall reflect the Board’s determinations regarding the exercise price, time and conditions of exercise (including vesting provisions) and such additional provisions as may be specified by the Board. | |
| 5.3.5 | EXERCISE. |
| (a) | The exercise of any Option will be contingent upon receipt by the Company of a written notice of exercise in the manner and in the form set forth in the applicable Award Agreement, which written notice shall specify the number of Shares with respect to which the Option is being exercised, and which shall, subject to Subsection 5.3.5 (b), be accompanied by a cheque, bank draft or other method of cash payment as is acceptable to the Company for the full purchase price of such Shares with respect to which the Option is exercised. Certificates for such Shares shall be issued and delivered to the Participant within a reasonable time following the receipt of such notice and payment. Neither the Participants nor their legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any Shares unless and until the certificates for the Shares issuable pursuant to Options under this Plan are issued to such Participants under the terms of this Plan. In the event that the expiry date of an Option falls during a Blackout Period and provided that any extension is structured in a manner that complies with Code Section 409A for U.S. Participants, the expiry date of such Option shall automatically be extended to a date which is ten (10) business days following the end of such Blackout Period (the “Extension Period”), subject to no cease trade order being in place under applicable securities laws; provided that if an additional Blackout Period is subsequently imposed by the Company during the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional Blackout Period to enable the exercise of such Option within ten (10) business days following the end of the last imposed Blackout Period. |
| - 14 - |
| (b) | Notwithstanding the foregoing methods of Option exercise, the Committee may, in its sole discretion, permit the exercise of an Option through a net exercise (“Net Exercise”) mechanism, whereby Options, excluding Options held by any Investor Relations Service Provider, are exercised without the Participant making any cash payment so the Company does not receive any cash from the exercise of the subject Options, and instead the Participant receives only the number of underlying Shares that is equal to the quotient obtained by dividing: |
| (i) | the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Shares and the exercise price of the subject Options; by | |
| (ii) | the VWAP of the underlying Shares. |
In the event of a Net Exercise, the number of Options exercised, surrendered or converted, and not the number of Shares actually issued by the Company, must be included in calculating the limits set forth in Subsection 4.1.
| 5.3.6 | CHANGE OF CONTROL. In the event of a Change of Control, each outstanding Option, to the extent that it has not otherwise become vested and exercisable, and subject to the applicable Award Agreement, shall automatically become fully and immediately vested and exercisable, without regard to any other applicable vesting requirement, subject to the Policy. For greater certainty, any acceleration of vesting of Options held by a Participant who is a Investor Relations Servicer Provider is subject to prior Exchange acceptance. | |
| 5.3.7 | DEATH. Where a Participant shall die, any Option held by such Participant at the date of death shall be exercisable in whole or in part only by the person or persons to whom the rights of the Participant under the Option shall pass by the will of the Participant or the laws of descent and distribution for a period of twelve (12) months after the date of death of the Participant or prior to the expiration of the Option, whichever is sooner, and then only to the extent that such Participant was entitled to exercise the Option at the date of death of such Participant. | |
| 5.3.8 | TERMINATION OF EMPLOYMENT OR SERVICE. |
| (a) | Where a Participant’s employment is terminated by the Company or a subsidiary of the Company for cause, or where a Participant’s consulting agreement is terminated as a result of the Participant’s breach, no Option held by such Participant shall be exercisable from the date of termination determined by the Board. | |
| (b) | Where a Participant’s employment is terminated by the Company or a subsidiary of the Company without cause, by voluntary termination or due to Retirement by the Participant, or where a Participant’s consulting agreement is terminated for a reason other than the Participant’s breach, any Option held by such Participant at such time shall remain exercisable in full at any time, and in part from time to time, for a period of 90 days after the date of termination determined by the Board (subject to any longer period set out in the applicable Award Agreement, which period shall not, in any event, exceed twelve (12) months from the date of termination determined by the Board) or prior to the expiration of the Option, whichever is sooner, and then only to the extent that such Participant was entitled to exercise the Option at the date of termination determined by the Board. |
| - 15 - |
| (c) | Where a Participant becomes afflicted by a Disability, all Options granted to the Participant under this Plan will continue to vest in accordance with the terms of such Options. Where a Participant’s employment or consulting agreement with the Company or a subsidiary of the Company is terminated due to Disability, unless the applicable Award Agreement provides otherwise and subject to the provisions below, any Option held by such Participant shall remain exercisable for a period of 120 days after the date of termination determined by the Board (subject to any longer period set out in the applicable Award Agreement, which period shall not, in any event, exceed twelve (12) months from the date of termination determined by the Board) or prior to the expiration of the Option, whichever is sooner, and then only to the extent that such Participant was entitled to exercise the Option at the date of termination determined by the Board. |
| 5.3.9 | CESSATION OF DIRECTORSHIP. Where, in the case of Directors, a Participant ceases to be a Director for any reason, any Option held by such Participant at such time shall, subject to the applicable Award Agreement and the provisions below, remain exercisable in full at any time, and in part from time to time, for a period of 90 days after the Cessation Date (subject to any longer period set out in the applicable Award Agreement, which period shall not, in any event, exceed twelve (12) months from the Cessation Date) or prior to the expiration of the Option, whichever is sooner, and then only to the extent that such Participant was entitled to exercise the Option as of the Cessation Date. Where, in the case of Directors, a Participant becomes afflicted by a Disability, all Options granted to the Participant under this Plan will continue to vest in accordance with the terms of such Options, provided that if a Participant ceases to be a Director due to Disability, subject to the applicable Award Agreement, any Option held by such Participant shall remain exercisable for a period of 120 days after the Cessation Date (subject to any longer period set out in the applicable Award Agreement, which period shall not, in any event, exceed twelve (12) months from the Cessation Date) or prior to the expiration of the Option, whichever is sooner, and then only to the extent that such Participant was entitled to exercise the Option as of the Cessation Date. | |
| 5.3.10 | INCENTIVE STOCK OPTIONS FOR U.S. PARTICIPANTS. |
| (a) | No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the shareholders of the Company within twelve (12) months following the Effective Date and in a manner intended to comply with the shareholder approval requirements of Code Section 422(b)(1), provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Non-Qualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Code Section 422. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such non-qualification, such Option or portion thereof shall be regarded as a Non-Qualified Stock Option appropriately granted under the Plan. | |
| (b) | No Incentive Stock Option may be granted more than ten (10) years from the date the Plan is adopted, or the date the Plan is approved by the shareholders, whichever is earlier. |
| - 16 - |
| (c) | Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he or she makes a disqualifying disposition of any Shares acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale) of such Shares before the later of (i) two (2) years after the Grant Date of the Incentive Stock Option or (ii) one (1) year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Board and in accordance with procedures established by the Board, retain possession, as agent for the applicable Participant, of any Shares acquired pursuant to the exercise of an Incentive Stock Option until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Shares. | |
| (d) | To the extent that a Participant has received Incentive Stock Options and that any of the more general language in Subsection 5.3 conflicts with the language in this Subsection 5.3.10, the language of this Subsection 5.3.10 shall be controlling. |
| 5.4 | GENERAL TERMS APPLICABLE TO AWARDS |
| 5.4.1 | FORFEITURE EVENTS. The Board will specify in an Award Agreement at the time of the Award that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall not be limited to, termination of employment for cause, violation of material Company policies, fraud, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant or other conduct by the Participant that is detrimental to the business or reputation of the Company. | |
| 5.4.2 | AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards may, in the discretion of the Board, be granted either alone or in addition to, in tandem with, or in substitution for any other Award. Awards granted in addition to or in tandem with other Awards, may be granted either at the same time as or at a different time from the grant of such other Awards or awards. | |
| 5.4.3 | NON-TRANSFERABILITY OF AWARDS. No Award and no right under any such Award, shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution. No Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company. The Company does not intend to make Awards assignable or transferable, except where required by law or in certain estate proceedings described herein. Under no circumstances may Incentive Stock Option awards be transferred by a Participant. | |
| 5.4.4 | CONDITIONS AND RESTRICTIONS UPON SECURITIES SUBJECT TO AWARDS. The Board may provide that the Shares issued under an Award shall be subject to such further agreements, restrictions, conditions or limitations as the Board in its sole discretion may specify, including without limitation, conditions on vesting or transferability and forfeiture or repurchase provisions or provisions on payment of taxes arising in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Shares issued under an Award, including without limitation: (A) restrictions under an insider trading policy or pursuant to applicable law; (B) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant; (C) restrictions as to the use of a specified brokerage firm for such resales or other transfers; and (D) provisions requiring Shares to be sold on the open market or to the Company in order to satisfy tax withholding or other obligations. |
| - 17 - |
| 5.4.5 | SHARE CERTIFICATES. All Shares delivered under this Plan pursuant to any Award shall be subject to such stop transfer orders and other restrictions as the Board may deem advisable under this Plan or the rules , regulations, and other requirements of any securities commission, the Exchange, and any applicable securities legislation, regulations, rules, policies or orders, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. | |
| 5.4.6 | CONFORMITY TO PLAN. In the event that an Award is granted which does not conform in all particulars with the provisions of this Plan, or purports to grant an Award on terms different from those set out in this Plan, the Award shall not be in any way void or invalidated, but the Award shall be adjusted by the Board to become, in all respects, in conformity with this Plan. | |
| 5.4.7 | RECOUPMENT FOR RESTATEMENTS. Notwithstanding any other language in this Plan to the contrary, the Company may recoup all or any portion of any shares or cash paid to a Participant in connection with an Award, in the event of a restatement of the Company’s financial statements as set forth in the Company’s clawback policy, if any, approved by the Board from time to time. | |
| 5.4.8 | NO REPRICING OF OPTIONS. The Board may not “reprice” any Option without shareholder approval. For purposes of this Subsection 5.4.8, “reprice” means any of the following or any other action that has the same effect: (a) amending an Option to reduce its exercise price or base price, (b) canceling an Option at a time when its exercise price or base price exceeds the Market Price of a Share in exchange for cash or an Option, award of Restricted Stock or other equity award, or (c) taking any other action that is treated as a repricing under generally accepted accounting principles, provided that nothing in this Subsection 5.4.8 shall prevent the Board or the Committee from making adjustments pursuant to Subsection 4.3 or 4.4. | |
| 5.4.9 | NO ACCELERATION. With respect to any Award held by a U.S. Participant that is subject to Code Section 409A, the acceleration of the time or schedule of any payment except as provided under the Plan is prohibited, except as provided in or permitted by regulations and administrative guidance promulgated under Code Section 409A. |
SECTION 6 AMENDMENT AND TERMINATION
| 6.1 | SHAREHOLDER APPROVAL OF PLAN. This Plan is subject to annual shareholder approval in accordance with the Policy. The initial shareholder approval requirements and related matters are set out in Subsection 8.1 of this Plan. |
| 6.2 | AMENDMENTS AND TERMINATION OF THIS PLAN. The Board may at any time or from time to time, in its sole and absolute discretion, amend, suspend, terminate or discontinue this Plan and may amend the terms and conditions of any Awards granted hereunder, subject to (a) any required approval of any applicable regulatory authority or Exchange, and (b) any required approval of shareholders of the Company in accordance with the Policy or applicable law. Without limitation, shareholder approval shall not be required for the following amendments: |
| 6.2.1 | amendments to fix typographical errors; | |
| 6.2.2 | amendments to clarify existing provisions of the Plan that do not have the effect of altering the scope, nature and intent of such provisions; and |
| - 18 - |
| 6.2.3 | amendments that are necessary to comply with applicable law or the requirements of the Exchange. |
If this Plan is terminated, Awards granted or issued prior to the date of termination shall remain outstanding and in effect in accordance with their applicable terms and conditions.
| 6.3 | AMENDMENTS TO AWARDS. Subject to compliance with applicable laws and Exchange policies, the Board may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue, or terminate, any Awards theretofore granted, prospectively or retroactively. No such amendment or alteration shall be made which would impair the rights of any Participant, without such Participant’s consent, under any Award theretofore granted, provided that no such consent shall be required with respect to any amendment or alteration if the Board determines in its sole discretion that such amendment or alteration either (i) is required or advisable in order for the Company, this Plan or the Award to satisfy or conform to any law or regulation or to meet the requirements of any accounting standard, or (ii) is not reasonably likely to significantly diminish the benefits provided under such Award. |
SECTION 7 GENERAL PROVISIONS
| 7.1 | NO RIGHTS TO AWARDS. No Eligible Person shall have any claim to be granted any Award under this Plan, or, having been selected to receive an Award under this Plan, to be selected to receive a future Award, and further there is no obligation for uniformity of treatment of Eligible Persons under this Plan. The terms and conditions of Awards need not be the same with respect to each recipient, subject to compliance with the terms of this Plan and the Policy. |
| 7.2 | WITHHOLDING. The Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under this Plan the amount (in cash, Shares, other securities, or other Awards) of withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such Award or under this Plan and to take such other action as may be necessary in the opinion of the Company to satisfy statutory withholding obligations for the payment of such taxes. Without in any way limiting the generality of the foregoing, whenever cash is to be paid on the redemption, exercise or vesting of an Award, the Company shall have the right to deduct from all cash payments made to a Participant any taxes required by law to be withheld with respect to such payments. Whenever Shares are to be delivered on the redemption, exercise or vesting of an Award, the Company shall have the right to deduct from any other amounts payable to the Participant any taxes required by law to be withheld with respect to such delivery of Shares, or if any payment due to the Participant is not sufficient to satisfy the withholding obligation, to require the Participant to remit to the Company in cash an amount sufficient to satisfy any taxes required by law to be withheld. At the sole discretion of the Board, a Participant may be permitted to satisfy the foregoing requirement by: |
| 7.2.1 | electing to have the Company withhold from delivery Shares having a value equal to the amount of tax required to be withheld, or | |
| 7.2.2 | delivering (on a form prescribed by the Company) an irrevocable direction to a securities broker approved by the Company to sell all or a portion of the Shares and to deliver to the Company from the sales proceeds an amount sufficient to pay the required withholding taxes. |
For greater certainty, the application of this Section 7.2 to any payment due or transfer made under any Award or under this Plan shall not conflict with the policies of the Exchange that are in effect at the relevant time and the Company will obtain prior Exchange acceptance and/or shareholder approval of any application of this Section 7.2 if required pursuant to such policies.
| - 19 - |
| 7.3 | NO LIMIT ON OTHER SECURITY-BASED COMPENSATION ARRANGEMENTS. Subject to compliance with the Policy if the Shares are listed on the TSX Venture Exchange and compliance with the applicable limitations set out Section 4.1, nothing contained in this Plan shall prevent the Company or a subsidiary of the Company from adopting or continuing in effect other security-based compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases. |
| 7.4 | NO RIGHT TO EMPLOYMENT. The grant of an Award shall not constitute an employment contract nor be construed as giving a Participant the right to be retained in the employ of the Company. Further, the Company may at any time dismiss a Participant from employment, free from any liability, or any claim under this Plan, unless otherwise expressly provided in this Plan or in any Award Agreement. |
| 7.5 | NO RIGHT AS SHAREHOLDER. Neither the Participant nor any representatives of a Participant’s estate shall have any rights whatsoever as shareholders in respect of any Shares covered by such Participant’s Award, until the date of issuance of a share certificate to such Participant or representatives of a Participant’s estate for such Shares. |
| 7.6 | CURRENCY. Unless expressly stated otherwise, all dollars amounts in this Plan are in Canadian dollars. |
| 7.7 | GOVERNING LAW. This Plan and all of the rights and obligations arising here from shall be interpreted and applied in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. |
| 7.8 | SEVERABILITY. If any provision of this Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify this Plan or any Award under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Board, materially altering the intent of this Plan or the Award, such provision shall be stricken as to such jurisdiction, Person, or Award, and the remainder of this Plan and any such Award shall remain in full force and effect. |
| 7.9 | NO TRUST OR FUND CREATED. Neither this Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured creditor of the Company. |
| 7.10 | NO FRACTIONAL SHARES. No fractional Shares shall be issued or delivered pursuant to this Plan or any Award, and the Board shall determine whether cash, or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be cancelled, terminated, or otherwise eliminated. |
| 7.11 | HEADINGS. Headings are given to the Sections and Subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof. |
| 7.12 | NO REPRESENTATION OR WARRANTY. The Company makes no representation or warranty as to the value of any Award granted pursuant to this Plan or as to the future value of any Shares issued pursuant to any Award. |
| 7.13 | NO REPRESENTATIONS OR COVENANTS WITH RESPECT TO TAX QUALIFICATION. |
Although the Company may, in its discretion, endeavor to (i) qualify an Award for favourable Canadian tax treatment or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under this Plan.
| - 20 - |
| 7.14 | CONFLICT WITH AWARD AGREEMENT. In the event of any inconsistency or conflict between the provisions of this Plan and an Award Agreement, the provisions of this Plan shall govern for all purposes. |
| 7.15 | COMPLIANCE WITH LAWS. The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchanges on which the Company is listed as may be required. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under this Plan prior to: |
| 7.15.1 | obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and | |
| 7.15.2 | completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable or at a time when any such registration or qualification is not current, has been suspended or otherwise has ceased to be effective. |
The inability or impracticability of the Company to obtain or maintain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
SECTION 8 EFFECTIVE DATE OF THIS PLAN AND SHAREHOLDER APPROVAL
| 8.1 | EFFECTIVE DATE AND SHAREHOLDER APPROVAL. This Plan shall become effective upon the date (the “Effective Date”) of approval by the Board and will remain subject to shareholder approval and Exchange approval, provided that, if the Company grants or issues Awards under this Plan that it would not otherwise be permitted to grant under its existing Option Plan, RSU Plan or DSU Plan prior to the requisite shareholder approval for this Plan having been obtained, the Company must also obtain specific (and separate) shareholder approval for such grants or issuances. If shareholder approval for this Plan is obtained after the Effective Date, no right under any Award (other than an Option, RSU or DSU which was or could have been granted under the Option Plan, RSU Plan, or DSU Plan, as applicable) that is granted or issued under this Plan prior to such shareholder approval may vest or be exercised, as applicable, before the date of the shareholders’ meeting held to approve this Plan and such grants or issuances (as applicable). The requisite shareholder approvals must be obtained in accordance with the Policy and, if the requisite shareholder approvals are not obtained, this Plan and all Awards granted hereunder (other than Options, RSUs or DSUs which were or could have been granted under the Option Plan, RSU Plan or DSU Plan, as applicable), will terminate. |
Approved by the Board of Directors of the Company effective April 24, 2025.
Approved by the shareholders of the Company on June 3, 2025.
Exhibit 10.2
[Note: If required pursuant to definition of “Exchange Hold Period” in TSXV Policy 1.1, include the following legend:] WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS AGREEMENT AND ANY SECURITIES ISSUED UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL ●, 20● [FOUR MONTHS AND ONE DAY AFTER THE DATE OF GRANT].
premium resources ltd.
RESTRICTED SHARE UNIT AGREEMENT
Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the long-term incentive plan dated April 24, 2025 (the “Plan”) of Premium Resources Ltd. (the “Company”).
This restricted share unit agreement is entered into between the Company and the Grantee named below pursuant to the Plan, and confirms that:
| 1. | On ●, 20● (the “Grant Date”); |
| 2. | ● (the “Grantee”), having an address at ●; |
| 3. | was granted an aggregate of ● restricted share units of the Company (the “RSUs”); |
| 4. | which shall vest as follows: |
| Number of RSUs | Time Vesting Conditions | Performance Vesting Conditions | ||
| 5. | by signing this agreement, the Grantee: |
| (a) | acknowledges that it has read and understands the Plan and agrees with the terms and conditions thereof, which shall be deemed to be incorporated into and form part of this agreement (subject to any specific variations contained in this agreement); |
| (b) | acknowledges that, subject to the vesting and other provisions in this agreement, each vested RSU shall entitle the Grantee to receive after the Vesting Date, at the sole discretion of the Company, (i) a cash payment equal to the Market Price of a Common Share on the Vesting Date, or (ii) one Common Share; |
| (c) | acknowledges that the Grantee has no right to demand to be paid in, or receive, Common Shares in respect of any vested RSUs, and, notwithstanding any discretion exercised by the Company to settle any vested RSUs, or portion thereof, in the form of Common Shares, the Company reserves the right to change such form of payment at any time until payment is actually made; |
| (d) | acknowledges that the Grantee is responsible for paying any applicable taxes and withholding taxes arising from the vesting and redemption of any vested RSUs and, for the avoidance of doubt, where such Grantee is not an individual, such withholding tax rate will be the highest possible marginal tax rate applicable to the Grantee as if they were an individual under the Income Tax Act (Canada) and other applicable provincial or federal tax laws; |
| (e) | acknowledges and consents to the disclosure of Personal Information by the Company to the TSX Venture Exchange (the “Exchange”) (as defined in Exchange Appendix 6A, the text of which is attached as Schedule “A” hereto) pursuant to the Exchange Form 4G which the Company is required to file in connection with this grant of RSUs; and the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6A or as otherwise identified by the Exchange, from time to time; |
(where “Personal Information” means any information about the Grantee, and includes the information contained in the tables, as applicable, found in Exchange Form 4G), all on the terms and subject to the conditions set out in the Plan;
| (f) | acknowledges that this agreement and the terms of the Plan incorporated herein constitutes the entire agreement of the Company and the Grantee with respect to the subject matter hereof and supersedes in its entirety all prior undertakings and agreements of the parties in respect thereof; |
This Grant Agreement and the terms of the Plan incorporated herein are to be construed in accordance with and governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Should any provision of this Agreement or the Plan be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.
[signature page follows]
By signing this agreement, the Grantee acknowledges that the Grantee has read and understands the Plan and agrees to the terms and conditions of the Plan and this agreement.
IN WITNESS WHEREOF the parties hereto have executed this agreement as of the ● day of ●, 20●.
| PREMIUM RESOURCES LTD. | |||
| by: | |||
| GRANTEE | Authorized Signatory | ||
SCHEDULE “A”
TSX VENTURE EXCHANGE – APPENDIX 6A
ACKNOWLEDGEMENT – PERSONAL INFORMATION
TSX Venture Exchange Inc. and its affiliates, authorized agents, subsidiaries and divisions, including the TSX Venture Exchange (collectively referred to as “the Exchange”) collect Personal Information in certain Forms that are submitted by the individual and/or by an Issuer or Applicant and use it for the following purposes:
| ● | to conduct background checks, | |
| ● | to verify the Personal Information that has been provided about each individual, | |
| ● | to consider the suitability of the individual to act as an officer, director, insider, promoter, investor relations provider or, as applicable, an employee or consultant, of the Issuer or Applicant, | |
| ● | to consider the eligibility of the Issuer or Applicant to list on the Exchange, | |
| ● | to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the Issuer, or its associates or affiliates, | |
| ● | to conduct enforcement proceedings, and | |
| ● | to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the Exchange, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada. |
As part of this process, the Exchange also collects additional Personal Information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished.
The Personal Information the Exchange collects may also be disclosed:
| (a) | to the agencies and organizations in the preceding paragraph, or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above; and |
| (b) | on the Exchange’s website or through printed materials published by or pursuant to the directions of the Exchange. |
The Exchange may from time to time use third parties to process information and / or provide other administrative services. In this regard, the Exchange may share the information with such third party service providers.
Exhibit 10.3
[Note: If required pursuant to definition of “Exchange Hold Period” in TSXV Policy 1.1, include the following legend:] WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS AGREEMENT AND ANY SECURITIES ISSUED UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL ●, 20● [FOUR MONTHS AND ONE DAY AFTER THE DATE OF GRANT].
premium resources ltd.
DEFERRED SHARE UNIT AGREEMENT
Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the long-term incentive plan dated April 24, 2025 (the “Plan”) of Premium Resources Ltd. (the “Company”).
This deferred share unit agreement is entered into between the Company and the Grantee named below pursuant to the Plan, and confirms that:
| 1. | On ●, 20● (the “Grant Date”); |
| 2. | ● (the “Grantee”), having an address at ●; |
| 3. | was granted an aggregate of ● deferred share units of the Company (the “DSUs”); |
| 4. | which shall vest as follows: |
| Number of DSUs | Time Vesting Conditions | Performance Vesting Conditions | ||
| 5. | by signing this agreement, the Grantee: |
| (a) | acknowledges that it has read and understands the Plan and agrees with the terms and conditions thereof, which shall be deemed to be incorporated into and form part of this agreement (subject to any specific variations contained in this agreement); |
| (b) | acknowledges that, subject to the vesting and other provisions in this agreement, each vested DSU shall entitle the Grantee to receive, after the effective date that the Grantee ceases to be an Eligible Person for any reason and in accordance with the requirements of section 5.2.5 of the Plan, one Common Share; |
| (c) | acknowledges that the Grantee is responsible for paying any applicable taxes and withholding taxes arising from the vesting and settlement of any vested DSUs and, for the avoidance of doubt, where such Grantee is not an individual, such withholding tax rate will be the highest possible marginal tax rate applicable to the Grantee as if they were an individual under the Income Tax Act (Canada) and other applicable provincial or federal tax laws; |
| (d) | acknowledges and consents to the disclosure of Personal Information by the Company to the TSX Venture Exchange (the “Exchange”) (as defined in Exchange Appendix 6A, the text of which is attached as Schedule “A” hereto) pursuant to the Exchange Form 4G which the Company is required to file in connection with this grant of DSUs; and the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6A or as otherwise identified by the Exchange, from time to time; |
(where “Personal Information” means any information about the Grantee, and includes the information contained in the tables, as applicable, found in Exchange Form 4G), all on the terms and subject to the conditions set out in the Plan;
| (e) | acknowledges that this agreement and the terms of the Plan incorporated herein constitutes the entire agreement of the Company and the Grantee with respect to the subject matter hereof and supersedes in its entirety all prior undertakings and agreements of the parties in respect thereof; |
This Grant Agreement and the terms of the Plan incorporated herein are to be construed in accordance with and governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Should any provision of this Agreement or the Plan be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.
[signature page follows]
By signing this agreement, the Grantee acknowledges that the Grantee has read and understands the Plan and agrees to the terms and conditions of the Plan and this agreement.
IN WITNESS WHEREOF the parties hereto have executed this agreement as of the ● day of ●, 20●.
| PREMIUM RESOURCES LTD. | |||
| by: | |||
| GRANTEE | Authorized Signatory | ||
SCHEDULE “A”
TSX VENTURE EXCHANGE – APPENDIX 6A
ACKNOWLEDGEMENT – PERSONAL INFORMATION
TSX Venture Exchange Inc. and its affiliates, authorized agents, subsidiaries and divisions, including the TSX Venture Exchange (collectively referred to as “the Exchange”) collect Personal Information in certain Forms that are submitted by the individual and/or by an Issuer or Applicant and use it for the following purposes:
| ● | to conduct background checks, | |
| ● | to verify the Personal Information that has been provided about each individual, | |
| ● | to consider the suitability of the individual to act as an officer, director, insider, promoter, investor relations provider or, as applicable, an employee or consultant, of the Issuer or Applicant, | |
| ● | to consider the eligibility of the Issuer or Applicant to list on the Exchange, | |
| ● | to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the Issuer, or its associates or affiliates, | |
| ● | to conduct enforcement proceedings, and | |
| ● | to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the Exchange, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada. |
As part of this process, the Exchange also collects additional Personal Information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished.
The Personal Information the Exchange collects may also be disclosed:
| (a) | to the agencies and organizations in the preceding paragraph, or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above; and |
| (b) | on the Exchange’s website or through printed materials published by or pursuant to the directions of the Exchange. |
The Exchange may from time to time use third parties to process information and / or provide other administrative services. In this regard, the Exchange may share the information with such third party service providers.
Exhibit 10.4
[Note: If required pursuant to definition of “Exchange Hold Period” in TSXV Policy 1.1, include the following legend:] WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS AGREEMENT AND ANY SECURITIES ISSUED UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL ●, 20● [FOUR MONTHS AND ONE DAY AFTER THE DATE OF GRANT].
premium resources ltd.
STOCK OPTION AGREEMENT
Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the long-term incentive plan dated April 24, 2025 (the “Plan”) of Premium Resources Ltd. (the “Company”).
This Option Agreement is entered into between the Company and the Optionee named below pursuant to the Plan, and confirms that:
| 1. | On ●, 20● (the “Grant Date”); |
| 2. | ● (the “Optionee”), having an address at ●; |
| 3. | was granted the option (the “Option”) to purchase ● common shares (the “Option Shares”) of the Company; |
| 4. | for the price (the “Option Price”) of $● per share; |
| 5. | which shall be exercisable [as fully vested from the Grant Date], unless the granting of this Option is to an Investor Relations Service Provider, in which case the Option will be vested over a period of twelve (12) months, with one-quarter (1/4) of such Option vesting every three (3) months following the Grant Date; |
| 6. | terminating on ●, 20● (the “Expiry Date”); |
| 7. | [Note: Include for US employees only] the Option [is / is not] designated as an Incentive Stock Option intended to qualify as an Incentive Stock Option as defined in Section 422 of the US Internal Revenue Code. If so designated, the Option shall be subject to all applicable provisions in the Plan governing Incentive Stock Options; |
| 8. | in order to exercise the Option, the Optionee shall notify the Company by delivery of the form of Exercise Notice attached hereto as Schedule “A”; and |
| 9. | by signing this Option Agreement, the Optionee: |
| (a) | acknowledges that it has read and understands the Plan and agrees with the terms and conditions thereof, which shall be deemed to be incorporated into and form part of this agreement (subject to any specific variations contained in this agreement); |
| (b) | acknowledges and consents to the disclosure of Personal Information by the Company to the TSX Venture Exchange (the “Exchange”) (as defined in Exchange Appendix 6A, the text of which is attached as Schedule “B” hereto) pursuant to the Exchange Form 4G which the Company is required to file in connection with this Option grant; and the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6A or as otherwise identified by the Exchange, from time to time; |
(where “Personal Information” means any information about the Optionee, and includes the information contained in the tables, as applicable, found in Exchange Form 4G), all on the terms and subject to the conditions set out in the Plan; and
| (c) | acknowledges that this agreement and the terms of the Plan incorporated herein constitutes the entire agreement of the Company and the Optionee with respect to the Option and supersedes in its entirety all prior undertakings and agreements of the parties with respect to the subject matter hereof. |
This Grant Agreement and the terms of the Plan incorporated herein are to be construed in accordance with and governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Should any provision of this Agreement or the Plan be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.
[signature page follows]
By signing this Option Agreement, the Optionee acknowledges that the Optionee has read and understands the Plan and agrees to the terms and conditions of the Plan and this Option Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Option Agreement as of the ● day of ●, 20●.
| PREMIUM RESOURCES LTD. | |||
| by: | |||
| OPTIONEE | Authorized Signatory | ||
SCHEDULE “A”
EXERCISE NOTICE
| TO: | PREMIUM RESOURCES LTD. (the “Company”) |
The undersigned Optionee hereby elects to exercise the Option granted by the Company to the undersigned pursuant to a stock option agreement dated _______________, 20____ under the long-term incentive plan dated April 24, 2025 of the Company (the “Plan”), for the number of Shares set forth below. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Plan.
| Number of Shares to be Acquired: | ||
| Exercise Price (per Share): | C$ | |
| Aggregate Purchase Price: | C$ | |
and hereby tenders a certified cheque, bank draft or other form of payment confirmed as acceptable by the Company for such aggregate purchase price, and, if applicable, all source deductions, and directs such Shares to be registered in the name and address of:
Please indicate your status by checking one of the following:
● Check here if you are in the United States or a U.S. Person as defined in Rule 902(k) of Regulation S.
● Check here if you are outside the United States and not a resident of the United States.
I hereby agree to file or cause the Company to file on my behalf, on a timely basis, all insider reports and other reports that I may be required to file under applicable securities laws. I understand that this request to exercise my Option is irrevocable.
DATED this _____ day of _____________, _______.
| Signature of Optionee | |
| Name of Optionee |
SCHEDULE “B”
TSX VENTURE EXCHANGE – APPENDIX 6A
ACKNOWLEDGEMENT – PERSONAL INFORMATION
TSX Venture Exchange Inc. and its affiliates, authorized agents, subsidiaries and divisions, including the TSX Venture Exchange (collectively referred to as “the Exchange”) collect Personal Information in certain Forms that are submitted by the individual and/or by an Issuer or Applicant and use it for the following purposes:
| ● | to conduct background checks, | |
| ● | to verify the Personal Information that has been provided about each individual, | |
| ● | to consider the suitability of the individual to act as an officer, director, insider, promoter, investor relations provider or, as applicable, an employee or consultant, of the Issuer or Applicant, | |
| ● | to consider the eligibility of the Issuer or Applicant to list on the Exchange, | |
| ● | to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the Issuer, or its associates or affiliates, | |
| ● | to conduct enforcement proceedings, and | |
| ● | to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the Exchange, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada. |
As part of this process, the Exchange also collects additional Personal Information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished.
The Personal Information the Exchange collects may also be disclosed:
| (a) | to the agencies and organizations in the preceding paragraph, or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above; and |
| (b) | on the Exchange’s website or through printed materials published by or pursuant to the directions of the Exchange. |
The Exchange may from time to time use third parties to process information and / or provide other administrative services. In this regard, the Exchange may share the information with such third party service providers.
Exhibit 99.1
PREMIUM ANNOUNCES RESULTS OF ANNUAL GENERAL AND SPECIAL SHAREHOLDERS’ MEETING OFFICER
Toronto, Ontario, June 4, 2025 – Premium Resources Ltd. (TSXV: PREM) (OTC Pink: PRMLF) (“PREM” or the “Company”) is pleased to report on the results of its Annual General and Special Meeting (the “Meeting”) of shareholders held on Tuesday, June 3, 2025. All proposed resolutions, as described in the notice of meeting and management information circular of the Company dated April 28, 2025, were approved by shareholders.
Shareholders re-elected Paul Martin (Chairman), André van Niekerk, Chris Leavy, James Gowans, Jason LeBlanc, Mark Christensen, Morgan Lekstrom and Norman MacDonald as directors of the Company, each to hold office until the next annual meeting of shareholders or until their successors are elected or appointed. MNP LLP was re-appointed as auditors of the Company for the ensuing year. In addition, shareholders approved: (i) the continuance of the Company from Ontario to British Columbia; (ii) the change of name of the Company; (iii) the consolidation of the Company’s common shares by a ratio on a basis of up to 20:1; and (iv) the Company’s adoption of a new omnibus equity incentive plan.
Following the Meeting, the board of directors appointed Lindsey Le Ho as the Company’s Corporate Secretary. Mrs. Ho had assumed the role effective April 9, 2025, following the resignation of Timothy Moran as Corporate Secretary. Mr. Moran continued to serve as Chief Legal Officer until his resignation following the Meeting.
The Company’s senior leadership team now comprises Morgan Lekstrom (Chief Executive Officer), Peter Rawlins (Senior Vice President & Chief Financial Officer), Brett MacKay (Vice President, Finance), Lindsey Le Ho (Corporate Secretary), and Sharon Taylor (Vice President, Exploration). Sean Whiteford continues as President of Premium Resources International Ltd., the Company’s wholly owned subsidiary that holds its interests in Botswana.
About Premium Resources Ltd.
PREM is a mineral exploration and development company that is focused on the redevelopment of the previously producing copper, nickel and cobalt resources mines owned by the Company in the Republic of Botswana.
PREM is committed to governance through transparent accountability and open communication within our team and our stakeholders. Our skilled team has worked on over 100 projects collectively, accumulating over 400 years of resource discoveries, mine development and mine re-engineering experience on projects like the Company’s Selebi and Selkirk mines. PREM’s senior team members have on average more than 20 years of experience in every single aspect of mine discovery and development, from geology to operations.
| 1 |
For further information about Premium Resources Ltd., please contact:
Morgan Lekstrom
CEO and Director
Jaclyn Ruptash
V.P., Communications and Investor Relations
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Follow Us
X: https://x.com/prem_resources
LinkedIn: https://www.linkedin.com/company/Premium-Resources
Facebook: https://www.facebook.com/PremiumResourcesLtd
Cautionary Note Regarding Forward-Looking Statements
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation based on expectations, estimates and projections as at the date of this news release. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. For the purposes of this release, forward-looking information includes, but is not limited to: the proposed completion of the Company’s continuance in British Columbia, name and symbol change, and consolidation of the Company’s common shares at a ratio of up to 20:1, and the timing thereof; and the Company’s plans to develop the Selebi and Selkirk assets. These forward-looking statements, by their nature, require the Company to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to: the possibility that the Company will not complete the continuance, name change or consolidation on the timing anticipated or at all; delays in obtaining or failures to obtain required governmental or stock exchange approvals, including the approval of the TSX Venture Exchange; changes in equity markets; inflation; fluctuations in commodity prices; delays in the development of projects; the other risks involved in the mineral exploration and development industry; and those risks set out in the Company’s public disclosure record on SEDAR+ (www.sedarplus.com) under the Company’s issuer profile. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
| 2 |